# RIDGEBACK SECURITIES, LTD X-17A-5 (2026-04-01) — Broker-dealer annual report - Company: RIDGEBACK SECURITIES, LTD - Form: X-17A-5 - Filed: 2026-04-01 - Period: 2025-12-31 - Accession: 0001171134-26-000005 - CIK: 1171134 - File #: 8-65298 - Type: Broker-dealer - Material weakness: No - Auditor: M&K CPAS PLLC - Auditor location: The Woodlands, TX - Contact: William H. Van Pelt IV - Phone: 7132896202 - Email: bvp4@mccltd.com - Website: mccltd.com - Signed by: William H. Van Pelt IV (CEO, President, and FINOP) Original filing: https://www.sec.gov/Archives/edgar/data/1171134/000117113426000005/RidgebackSec2025audit.pdf --- {0}------------------------------------------------ | SEC FILE NUMBER | | |-----------------|--| 8-65298 | | 01/01/2025 | | 12/31/2025 | | | |---------------------------------|---------------|------|-----------------|-------|--| | | | | | | | | | | | | | | | Ridgeback Securities, Ltd | | | | | | | ■ | | | | | | | | | | | | | | 1218 Webster Street | | | | | | | | | | | | | | Houston | TX | | 77002 | | | | | | | | | | | | | | | | | | William H Van Pelt IV | 713-289-6200 | | bvp4@mccltd.com | | | | | | | | | | | | | | | | | | M&K CPAs, PLLC | | | | | | | | | | | | | | 24955 Interstate Hwy 45 Ste 400 | The Woodlands | | TX | 77380 | | | 07/16/2006 | | 2738 | | | | | | | | | | | | | | | | | | | | | | | | | {1}------------------------------------------------ William H Van Pelt IV Ridgeback Securities, Ltd 025 December 31 President, FINOP - ■ - - ■ - ■ - ■ - - ■ - ■ - - - - - - - ■ - - ■ - - ■ - ■ - - - - - - - {2}------------------------------------------------ # **RIDGEBACK SECURITIES, LTD.** # **FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES** # **WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **DECEMBER 31, 2025** {3}------------------------------------------------ # RIDGEBACK SECURITIES, LTD. # TABLE OF CONTENTS | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM……………………………………1 | |------------------------------------------------------------------------------------------------------------------------------------------------| | FINANCIAL STATEMENTS | | Statement of Financial Condition…………………………………………………………………………….2 | | Statement of Operations……………………………………………………………………………………3 | | Statement of Changes in Partners' Capital…………………………………………………………………4 | | Statement of Cash Flows……………………………………………………………………………………5 | | Notes to the Financial Statements……………………………………………………………………………6 | | SUPPLEMENTAL SCHEDULES | | Computation of Net Capital and Aggregate Indebtedness Under Rule 15c3-1……………………………12 | | Computation for Determination of Reserve Requirements, PAB Requirements and
Control Requirements……………………………………………………………………………………….13 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
MANAGEMENT'S EXEMPTION REPORT………………………………………………………………………14 | | MANGEMENT'S ASSERTION OF EXEMPTION…………………………………………………………………15 | | AGREED-UPON PROCEDURES REGARDING FORM SIPC-7…………………………………………….……16 | | SCHEDULE OF ASSESSMENT PAYMENT ON FORM SIPC-7 AS REQUIRED UNDER
RULE 17a-5(e)(4)(i) OF THE SECURITIES AND EXCHANGE COMMISSION………………………………17 | {4}------------------------------------------------ ![](_page_4_Picture_0.jpeg) #### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the General Partner Ridgeback Securities, Ltd. #### Opinion on the Financial Statements We have audited the accompanying statement of financial condition of Ridgeback Securities, Ltd. as of December 31, 2025, the related statements of operations, changes in partners' capital, and cash flows for the year then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Ridgeback Securities, Ltd. as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### Basis for Opinion These financial statements are the responsibility of Ridgeback Securities, Ltd.'s management. Our responsibility is to express an opinion on Ridgeback Securities, Ltd.'s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Ridgeback Securities, Ltd. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB . We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### Auditor's Report on Supplemental Information The Supplementary Reports Pursuant to Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5, Supplementary Schedules Pursuant to SEA Rule 17a-5 of the Securities and Exchange Act of 1934 has been subjected to audit procedures performed in conjunction with the audit of Ridgeback Securities, Ltd.'s financial statements. The supplemental information is the responsibility of Ridgeback Securities, Ltd.'s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the Supplementary Reports Pursuant to Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5, Supplementary Schedules Pursuant to SEA Rule 17a-5 of the Securities and Exchange Act of 1934 is fairly stated, in all material respects, in relation to the financial statements as a whole. /s/ M&K CPAS, PLLC . M&K CPAS, PLLC PCAOB # 2738 We have served as Ridgeback Securities, Ltd.'s auditor since 2022 The Woodlands, TX April 1, 2026 {5}------------------------------------------------ # RIDGEBACK SECURITIES, LTD. STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2025 ### ASSETS ASSETS: | Current Assets | | |------------------------------------------------|---------------| | Cash and Cash Equivalents | \$
683,353 | | Commissions Receivable | 88,134 | | Prepaid Expenses | 13,924 | | Total Current Assets | 785,411 | | TOTAL ASSETS | \$
785,411 | | LIABILITIES AND PARTNERS' CAPITAL | | | LIABILITIES: | | | Current Liabilities | | | Commissions Payable | \$
462,432 | | Overhead Allocation Payable to Ridgeback Group | 69,161 | | Total Current Liabilities | 531,593 | | TOTAL LIABILITIES | 531,593 | | PARTNERS' CAPITAL | 253,818 | | TOTAL LIABILITIES AND PARTNERS' CAPITAL | \$
785,411 | {6}------------------------------------------------ # RIDGEBACK SECURITIES, LTD. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 | REVENUES: | | |-------------------------------------------|-----------------| | Placement Fee Revenues | \$
849,928 | | Variable Life Insurance | 2,018 | | Total Revenues | 851,945 | | GENERAL AND ADMINISTRATIVE EXPENSES: | | | Commission Expense | 780,266 | | Payroll Expense | 223,839 | | Shared Services | 38,654 | | Technology, Data & Communication | 33,629 | | E&O Insurance | 26,992 | | License and Registration Fees | 23,815 | | Office Rent | 11,009 | | Professional Fees | 12,183 | | Regulatory Fees & Dues | 10,355 | | Franchise Tax | 2,006 | | Total General and Administrative Expenses | 1,162,748 | | OTHER INCOME | | | Interest income | - | | Miscellaneous | - | | Total Other Income | - | | NET LOSS | \$
(310,803) | {7}------------------------------------------------ #### RIDGEBACK SECURITIES, LTD. STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2025 | | General
Partner | Limited
Partners | Total | |----------------------------|--------------------|---------------------|---------------| | Balance, December 31, 2024 | \$
10,077 | \$
168,554 | \$
178,631 | | Contributions | 3,840 | 382,150 | 385,990 | | Net Loss | (3,108) | (307,694) | (310,803) | | Distributions | - | - | - | | Balance, December 31, 2025 | \$
10,809 | \$
243,010 | \$
253,818 | {8}------------------------------------------------ # RIDGEBACK SECURITIES, LTD. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 | CASH FLOWS FROM OPERATING ACTIVITIES: | | |---------------------------------------------------|-----------------| | Net loss | \$
(310,803) | | Net change in: | | | (Increase) in prepaid expenses | (724) | | (Increase) decrease in commission receivable | 867,150 | | Increase (decrease) in commissions payable | (609,642) | | Increase (decrease) in payable to Ridgeback | 69,161 | | Net cash from operating activities | 15,143 | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | Contributions from Partners | 385,990 | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | Repayments from Related Party | - | | NET CHANGE IN CASH AND CASH EQUIVALENTS | 401,133 | | CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 282,220 | | CASH AND CASH EQUIVALENTS, END OF YEAR | \$
683,353 | | SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | Cash Paid for Interest | \$
- | | Cash Paid for Income Taxes | \$
- | {9}------------------------------------------------ ## **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** ## Organization and Nature of Business Activity Ridgeback Securities, Ltd. (the Partnership), formerly Mid-Continent Securities, Ltd., was organized on April 2, 2002 under the laws of the State of Texas to engage solely in the business as a registered brokerdealer. At January 1, 2025, the general partner had a 1% general partnership interest, and one limited partner had a 99% limited partnership interest. As of May 19, 2025, the general partner has retained a 1% general partnership interest, and the limited partners own a combined 99% limited partnership interest as further described below. The Partnership is perpetual, unless terminated at an earlier date as provided for in the Partnership Agreement. The Partnership became a registered broker/dealer with the Securities and Exchange Commission ("SEC") in April 2002 and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Partnership operates under the provisions of Rule 15c3-3 of the SEC and accordingly is exempt from the remaining provisions of that Rule. The Partnership's customers consist of individuals and entities located throughout the United States of America. In December 2024, FINRA approved a Continuing Membership Application for change in control, an increase in associated persons from 10 to 50, an increase in offices from 1 to 13, and the addition of general securities business as an additional business line. On April 15, 2025, the Partnership changed its name from Mid-Continent Securities, Ltd. to Ridgeback Securities, Ltd. Effective May 19, 2025, the Partnership amended its Partnership Agreement to admit The Ridgeback Group, LLC as a member of the general partner and as a limited partner. This summary of significant accounting policies of the Partnership is presented to assist in understanding the financial statements. The financial statements and notes are representations of management, who are responsible for their integrity and objectivity. These accounting policies reflect industry practices, conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following items comprise the significant accounting policies of the Partnership. # Basis of Accounting The Partnership maintains its accounts on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America, which is required by the SEC and FINRA whereby revenues are recognized in the period earned and expenses when incurred. Accounting principles followed by the Partnership and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below. # Revenue Recognition The Partnership receives placement fee revenues for directing its customers to invest in hedge funds, mutual funds and commissions from the sale of variable life insurance products. The Partnership does not carry any securities for its customers. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Partnership's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. {10}------------------------------------------------ # **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIEScontinued** ### Revenue Recognition-continued Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: - · identification of the contract, or contracts, with a customer; - · identification of the performance obligations in the contract; - · determination of the transaction price; - · allocation of the transaction price to the performance obligations in the contract; - · recognition of revenue when, or as, we satisfy a performance obligation. ### Placement Fee Revenues and Variable Life Insurance Products Placement fees are received quarterly but are recognized as earned on a pro rata basis over the term of the contract. The Partnership provides investment advisory services daily. The partnership also receives commissions on the sale of variable life insurance products. The Partnership believes the performance obligation for providing advisory services is satisfied over time because the client is receiving and consuming the benefits as they are provided by the Partnership. Fee arrangements are based on a percentage applied to the client's assets under management. Revenue is recognized at the point that performance under the arrangement is complete. For certain contracts, revenues are recognized over time in which the performance obligation are simultaneously provided by the Partnership and consumed by the customer and commissions are received by the Partnership. ## Performance-Based Fees Although performance fees are earned throughout the fiscal year, performance fee revenue recognition is deferred until such time as the amounts are known and received. Under ASC 606 (Revenue from Contracts with Customers), performance-based fees are treated as variable consideration. Revenue from variable consideration is estimated and included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Consequently, the Partnership defers recognition of performance-based fees until receipt of funds. ### Accounts and Commissions Receivable Accounts and commissions receivable represent amounts owed to the Partnership which are expected to be collected within the next twelve months. Management evaluates receivables on an ongoing basis by analyzing current economic conditions, customer relationships, and previous payment histories. At December 31, 2025, no allowance for doubtful accounts is established as all receivables are deemed collectible. {11}------------------------------------------------ # **NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIEScontinued** ### Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. ## Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks and all short-term, highly liquid investments which are readily convertible into cash and have an original maturity of three months or less. ## Fair Value Measurements The carrying amounts of the Partnership's financial instruments, which include cash and cash equivalents, commissions receivable, note receivable-related party, and commissions payable, approximate their fair values due to their short maturities. ## Income Tax The Partnership has elected to be taxed as a partnership. As such, the Partnership does not pay Federal corporate income taxes on its taxable income. Instead, the partners are liable for individual Federal income taxes on their respective shares of taxable income. The Partnership is liable for Texas margin tax, which is based upon taxable margin, as defined under the law, rather than being based on Federal taxable income. As of and for the year ended, December 31, 2025, the Partnership's Texas margin tax expense was not significant. The Partnership has no uncertain tax positions as of December 31, 2025. ## Management Review The Partnership has evaluated subsequent events through \$SULO, 2026, the date the financial statements were available to be issued. There were no subsequent events requiring recognition or disclosure. ### Recently Announced Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for public entities for fiscal years beginning after December 15, 2023. The Company adopted this guidance for the Company's fiscal year ended December 31, 2025. # **NOTE 2: PARTNERSHIP AGREEMENT** ### Management The general partner, MCSALGP, LLC, except as otherwise expressly stated or provided in the Partnership Agreement and subject to the approval of the limited partners to the extent required by the Partnership Agreement, shall have the sole and exclusive right to manage the business of the Partnership. {12}------------------------------------------------ # **NOTE 2: PARTNERSHIP AGREEMENT-continued** ## Liability of Limited Partners The liability of the limited partners to the Partnership shall be limited to the difference between the limited partners' capital contributions as actually made and that stated in the initial offering certificate as having been made; provided, however, that when the limited partners have received the return in whole or in part of their capital contributions, they shall nevertheless be liable to the Partnership to the extent required by law for any sum, not in excess of such return with interest at the legal rate thereon, necessary to discharge the Partnership's liabilities to all creditors who extend credit or whose claims arose before such return, and who have not waived this provision in whole or in part. # General Allocation of Income and Expenses Net income and losses shall be allocated one percent to the general partner and ninety-nine percent to the limited partners. # Special Allocation of Income and Expenses To the extent that an allocation of losses would cause a limited partner to have an adjusted capital account deficit at the end of any fiscal year, then, those losses shall be allocated 100% to the general partner. If losses have been allocated pursuant to the terms of the agreement, then profits shall be allocated 100% to the general partner until the aggregate profits allocated to the general partner for the fiscal year end and all previous years is equal to the aggregate losses allocated to the general partner for all fiscal years. # Payment of Distributions The general partner shall make distributions from time to time, by majority vote of the general partner, to cause the Partnership to distribute cash or property to the partners as a return of capital. Distributions need not to be made in accordance with the partners' units or capital accounts. Rather, distributions can be made to any partner, in the general partner's discretion, including itself, as long as that distribution is designated as a return of capital, provided, however, that the distributions may be made only to a partner to the extent of the positive balance in that partner's capital account. # **NOTE 3: RELATED PARTY TRANSACTIONS** Under terms of shared services agreements, the Partnership pays monthly amounts to the limited partners for rent and certain administrative services. The monthly payments are not necessarily indicative of the costs that would have been incurred had the Partnership been a separate and independent partnership. During the year ended December 31, 2025, the Partnership paid \$55,684 to the limited partners. The Partnership made no distributions of capital to the Partners to the general and limited partner for the year ended December 31, 2025. Partners contributed \$385,990 of capital in the form of cash during the year ended December 31, 2025. These capital contributions occurred pursuant to the Continuing Membership Application approved in December 2024. # **NOTE 4: CONCENTRATIONS OF CREDIT RISK** Financial instruments that potentially subject the Partnership to concentrations of credit risk consist of cash and cash equivalents and commission receivable. At various times during the year, the Partnership may {13}------------------------------------------------ # **NOTE 4: CONCENTRATIONS OF CREDIT RISK-continued** have bank deposit in excess of Federal Deposit Insurance Corporation insurance limits. Management believes any credit risk is low due to the overall financial strength of the financial institutions. As of December 31, 2025, customer concentrations were as follows: | Customer Name | % of Revenues | % of Commissions | |---------------|---------------|------------------| | | | Receivable | | Customer A | 29.9% | 0.0% | | Customer B | 18.4% | 0.0% | | Customer C | 14.6% | 12.2% | # **NOTE 5: NET CAPITAL REQUIREMENTS** The Partnership is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 (and the rule of the "applicable" exchange also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1). At December 31, 2025, the Partnership had net capital of \$239,646 which was \$204,189 in excess of its required net capital of \$35,457. Additionally, the Partnership's ratio of aggregate indebtedness to net capital was 222%. # **NOTE 6: COMMITMENTS AND CONTINGENCIES** # Lease Commitment The FASB issued ASU 2016-02, "Leases" Topic 842, which amends the guidance in form ASC 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition of lessees of right-to-use ("ROU") assets and lease liabilities on the balance sheet for all leases longer than 12 months. The Partnership leases office space under a month-to-month agreement from a related party and ASC 842 does not apply to the Partnership for this monthly agreement. The Partnership has no other lease commitments. # Litigation The Partnership from time to time may be involved in litigation relating to claims arising out of its normal course of business. Management believes that there were no claims or actions pending or threated against the Partnership, the ultimate disposition of which would have a material impact on the Partnership's financial position, results of operations or cash flows. # **NOTE 7: SUBSEQUENT EVENTS** There were no subsequent events requiring recognition or disclosure through \$SULO, 2026, the date the financial statements were available to be issued. # **NOTE 8: SEGMENT REPORTING** The Partnership is engaged in a single line of business as a securities broker-dealer, whose business activities consist of private placement of securities, including private equities, corporate debt and direct participation programs. The Partnership has identified its Chief Executive Officer as the chief operating decision maker (CODM), who uses net income or loss to evaluate the results of the business, predominantly in the forecasting process, to manage the Partnership. Additionally, the CODM {14}------------------------------------------------ ## **NOTE 8: SEGMENT REPORTING-continued** uses excess net capital (see Note 5), which is not a measure of profit and loss, to make operational decisions while maintaining capital adequacy, such as whether to reinvest profits or pay distributions. The Partnership's operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Partnership as a whole. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. {15}------------------------------------------------ # SCHEDULE I - COMPUTATION OF AGGREGATE INDEBTEDNESS AND NET CAPITAL IN ACCORDANCE WITH RULE 15c3-1 OF THE SECURITIES AND EXCHANGE COMMISSION RIDGEGBACK SECURITIES, LTD. DECEMBER 31, 2025 | Net Capital: | | |-------------------------------------------------------------------------------------------------------|-------------------------| | Partners' capital from statement of financial condition | \$
253,818 | | Non-allowable assets | (14,172) | | Net capital before haircuts | 239,646 | | Haircuts | - | | NET CAPITAL | \$
239,646 | | Computation of basic net capital requirement:
Minimum net capital required (greater of \$25,000 or | | | 6-2/3% of aggregate indebtedness.)
Net capital in excess of minimum requirement | \$
35,457
204,189 | | Net capital less 120% of minimum net capital required | \$
197,097 | | Ratio:
Aggregate indebtedness to net capital | 2.2182 to 1 | | Ratio of subordinated indebtedness to debt/equity total | - | Note: There are no material differences between the above computation and the computation of net capital as of December 31, 2025 as filed on \$SULO 2026 by Ridgeback Securities, Ltd. on Form X-17A-5. {16}------------------------------------------------ # RIDGEBACK SECURITIES, LTD. SCHEDULE II - COMPUTATION FOR DETERMINATION OF RESERVE REQUIREMENTS, COMPUTATION FOR DETERMINATION OF PAB RESERVE REQUIREMENTS, AND YEAR ENDED DECEMBER 31, 2025 INFORMATION RELATING TO POSSESSION OR CONTROL REQUIREMENTS PURSUANT TO RULE 15c3-3 The Partnership is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. § 240.17a-5," Reports to be made by certain brokers and dealers") This Exemption report was prepared as required by 17 C.F.R. § 240.17a-5(d)(1) and (4). The Partnership does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3, and The Partnership is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Firm limits it's business activities exclusively to directing customers to invest in hedge funds, mutual funds and variable life insurance products, (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. {17}------------------------------------------------ ![](_page_17_Picture_0.jpeg) ## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the General Partner Ridgeback Securities, Ltd. We have reviewed management's statements, included in the accompanying Rule 15c3-3 Exemption Letter Pursuant to SEA Rule 17a-5, in which (1) Ridgeback Securities, Ltd. did not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3 , and (2) Ridgeback Securities, Ltd. is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation identifying and directing its clients to invest in hedge funds, mutual funds, and sales of variable life insurance products, in accordance with the requirements of paragraphs (a) or (b)(2) of Rule 15c2-4. In addition, the Company did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, did not carry accounts of or for customers; and did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Ridgeback Securities, Ltd.'s management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Ridgeback Securities, Ltd.'s compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, pursuant to Footnote 74 of SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. /s/ M&K CPAS, PLLC M&K CPAS, PLLC The Woodlands, TX April 1, 2026 {18}------------------------------------------------ ![](_page_18_Picture_0.jpeg) William H. Van Pelt, IV Ridgeback Securities, LTD. 1218 Webster Street Houston, TX 77002 ![](_page_18_Picture_2.jpeg) 0DUFK, 2026 Ridgeback Securities, Ltd. (the "Company") is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R.§240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. §240.17a-5(d)(1) and (4). To the best of its knowledge and belief, the Company states the following: (1) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. §240.15c3-3. (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. §240.17a-5 because the Company limits its business activities to mutual funds, private placements, variable insurance products and mergers and acquisitions and (A) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (B) did not carry accounts for customers; (C) did not carry PAB accounts (as defined in Rule 15c3-3). The Company has met these exemption provisions throughout the most recent fiscal year ended December 31, 2025 without exception. Ridgeback Securities, Ltd. I, William H. Van Pelt, IV, affirm that, to the best of my knowledge and belief, this Exemption Report is true and correct. By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ William H. Van Pelt, IV Chief Executive Officer ![](_page_18_Picture_11.jpeg) {19}------------------------------------------------ ![](_page_19_Picture_0.jpeg) ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON APPLYING AGREED-UPON PROCEDURES To the General Partner Ridgeback Securities, Ltd. We have performed the procedures included in Rule 17a-5(e)(4) under the Securities Exchange Act of 1934 and in the Securities Investor Protection Corporation (SIPC) Series 600 Rules, which are enumerated below and were agreed to by Ridgeback Securities, Ltd. and the SIPC, solely to assist you and SIPC in evaluating Ridgeback Securities Ltd.'s compliance with the applicable instructions of the General Assessment Reconciliation (Form SIPC-7) for the year ended December 31, 2025. Ridgeback Securities Ltd.'s management is responsible for its Form SIPC-7 and for its compliance with those requirements. This agreed-upon procedures engagement was conducted in accordance with standards established by the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures we performed, and our findings are as follows: - 1) Compared the listed assessment payments in Form SIPC-7 with respective cash disbursement records entries, noting no differences. - 2) Compared the Total Revenue amount reported on the Annual Audited Report Form X-17A-5 Part III for the year ended December 31, 2024 with the Total Revenue amount reported in Form SIPC-7 for the year ended December 31, 2025, noting no differences. - 3) Compared any adjustments reported in Form SIPC-7 with supporting schedules and working papers, noting no differences; - 4) Recalculated the arithmetical accuracy of the calculations reflected in Form SIPC-7 and in the related schedules and working papers supporting the adjustments, noting no differences; and - 5) Compared the amount of any overpayment applied to the current assessment with the Form SIPC-7 on which it was originally computed, noting no differences. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on Ridgeback Securities Ltd.'s compliance with the applicable instructions of the Form SIPC-7 for the year ended December 31, 2025. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures; other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of Ridgeback Securities Ltd. and the SIPC and is not intended to be and should not be used by anyone other than these specified parties. /s/ M&K CPAS, PLLC M&K CPAS, PLLC The Woodlands, TX April 1, 2026 {20}------------------------------------------------ | | \$% &

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